1. USERS; GENERAL ACCESS.
You may be accessing and using the Platform as (i) an administrator, teacher or staff member (“Educator”) of a school or other educational facility (“School”), (ii) a parent or legal guardian of a Student (“Parent”). Your right to use the Platform is limited in scope, revocable, personal, non-transferable and non-exclusive. You are responsible for obtaining any equipment and Internet service necessary to access the Platform and services provided by Formative Loop (“Services”). You acknowledge that the Platform is evolving and that the form and nature of the Platform, including the Services accessible via the Platform (corresponding app), may change from time to time without notice to You. If there is a separate, signed agreement between You, or the School that You work for, or at which You or Your child is a Student at, and us (a “Signed Agreement”), the Signed Agreement takes precedence over this Agreement regarding any inconsistent terms.
2. ACCESS AND USE TERMS.
(a) General Access and Use Rights. Subject to the terms and conditions of this Agreement, Formative Loop hereby grants to You, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Platform solely to run a daily math practice with your students. Your access to the Platform must be via login credentials to be provided by Formative Loop or the applicable School (“Login Credentials”). You agree that You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if You believe that any of Your Login Credentials have been or may be used without Your permission so that appropriate action can be taken. You may not (i) create more than one account to access the Platform per person, (ii) share your Login Credentials with any third party or (iii) transfer your account on the Platform to any third party. Formative Loop is not responsible for any loss or damage caused by, or expense incurred by You as a result of, Your failure to safeguard Your Login Credentials. Formative Loop may terminate any Login Credentials in its sole discretion; You may not be entitled to create a new account to access the Platform if your prior Login Credentials have been terminated.
(b) Your Submissions of Content. You represent and warrant to us that You have the right to provide all content that you submit to the Formative Loop Services (the “Submissions”) for the purposes of this Agreement. Subject to any restrictions which the Formative Loop Services enable You to establish when You submit a Submission, You hereby grant to Formative Loop and any and all third parties the right to view and distribute such Submissions without restriction.
(d) Term. This Agreement shall be in effect from the date that You click on “CREATE ACCOUNT” and shall continue to be in effect until the first to occur of (x) the expiration or termination of the Signed Agreement; (y) Your request in writing that we terminate this Agreement and Your Login Credentials; or (z) Formative Loop’s revocation of Your Login Credentials. Formative Loop reserves the right to discontinue or cease any of all Services provided by on our Platform, and this Agreement, at any time in our sole discretion. Sections 2(c), 2(d), 2(e), and 4 through 9 of this Agreement shall survive the expiration or termination of this Agreement according to their terms.
3. STANDARDS OF CONDUCT AND APPLICABLE LAW.
(a) Conduct. You may not use this Platform or School Rush Services to:
(1) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Platform or in connection with Your use of the Platform, in any manner;
(2) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; or
(3) collect, save or otherwise download content from our Platform using automated means such as bots, robots or scrapers.
4. INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS.
(a) Restrictions. You shall not, and shall not permit any person or entity to: (i) use the Formative Loop Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the School Rush Services; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Formative Loop Services or any software component of the Formative Loop Services; (iv) use, or allow the use of, the Formative Loop Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (v) act in a fraudulent, tortious, malicious, or negligent manner when using the Formative Loop Services; or (vi) circumvent or disable Formative Loop’s copyright protection mechanisms or license management mechanisms.
(b) Ownership. You acknowledge that the structure, organization, intellectual property such as trademarks or trade secrets and code used in conjunction with the Formative Loop Services and this Platform are proprietary to Formative Loop and that Formative Loop and/or its licensors retain exclusive ownership of the Platform, Formative Loop Services, documentation, and any other intellectual property rights relating to the Platform or the Formative Loop Services, including all modifications, enhancements, derivatives, and other software and materials relating to the Platform or the Formative Loop Services, and all copies thereof. You shall not sell, transfer, publish, disclose, display or otherwise make available the Formative Loop Services including any modifications, enhancements, derivatives, and other software and materials provided hereunder by Formative Loop or copies thereof to others in violation of this Agreement.
(c) No Other Rights. Except as expressly set forth in this Agreement or other written agreement between You and Formative Loop, no license or other right in or to the Platform, Services or content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.
(d) Suggestions. If You provide any feedback, improvements or other suggestions (collectively, “Suggestions”) to Formative Loop for improvements to the Platform or Formative Loop Services, You hereby grant to Formative Loop a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license under such Suggestions to exploit and distribute the Suggestions in connection with the Platform, Formative Loop Services and any other products or services.
5. LIMITED WARRANTY.
(a) Mutual Warranties; Disclaimer. Each of You and us represents and warrants to the other party that such party has the legal power to enter into this Agreement.
Formative Loop does not warrant or represent that the Formative Loop Services or the Platform will be error-free, uninterrupted or secure.
(b) Disclaimers. You acknowledge that the Platform and Formative Loop Services are provided “AS IS” and use of the Platform is at Your sole risk and discretion. Formative Loop and its suppliers are not liable or responsible for any results generated through the use of the Platform. EXCEPT AS SET FORTH IN THIS SECTION 5, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT.
(c) Exclusion for Specific Jurisdictions. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You.
6. LIMITATION OF LIABILITY.
(a) Limitation. Formative Loop’s aggregate liability for all claims arising from this Agreement, cumulatively between You and Formative Loop, shall not exceed one hundred United States dollars ($100). Further, Formative Loop shall not be liable for any property damage caused by the use of the Platform or Formative Loop Services, reports produced through use of the Formative Loop Services or by any errors, delays or failures of the Platform or the Formative Loop Services.
(b) Disclaimer. IN NO EVENT SHALL Formative Loop, ITS LICENSORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM OR Formative Loop SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF Formative Loop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
(c) No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, Formative Loop DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE USE OF THE PLATFORM OR Formative Loop SERVICES BY ANYONE OTHER THAN YOU.
(a) By You. You shall indemnify and hold Formative Loop, its directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by (i) Your use of the Platform and/or Formative Loop Services; (ii) Your use of any content that You acquire via the Platform or Formative Loop Services and/or (iv) Your gross negligence or willful misconduct.
(b) By Formative Loop. Formative Loop shall indemnify and hold You harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by a claim alleging that the Formative Loop Services directly infringes a copyright, a U.S. patent issued prior to the commencement of the term of this Agreement or a trademark of any party.
(c) Procedure. A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.
(a) Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Texas, excluding: (i) its conflicts of laws principles to the extent such principles would apply the laws of any other jurisdiction; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. All legal actions concerning this Agreement shall be brought in a court located in Austin, Texas, provided that any party hereto may seek equitable relief in any jurisdiction. All disputes arising out of or relating to this Agreement shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Austin, Texas, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA). You and Formative Loop shall appoint as sole arbitrator a person mutually agreed by You and Formative Loop or, if You and Formative Loop cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award, order of enforcement. Notwithstanding the foregoing, Formative Loop shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction.
(b) Links to Third-Party Web Sites. This Platform may contain links to non-Formative Loop web sites. These links are provided to You as a convenience, and Formative Loop is not responsible for the content of any linked web site. Any non-Formative Loop web site accessed from this Platform is independent from Formative Loop, and Formative Loop has no control over the content of that web site. In addition, a link to any non-Formative Loop web site does not imply that Formative Loop endorses or accepts any responsibility for the content or use of such web site.
(c) No Implied Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Formative Loop of that third party or of any product or service provided by a third party.
(d) Assignment. You may not assign or transfer this Agreement in whole or in part to any third party. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns.
(e) Independent Contractors. Formative Loop and You are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party.
(g) Headings; Severability. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
For Additional Information
If You have any questions about the rights and restrictions above, please contact us by email at firstname.lastname@example.org.